Manifestation
by Bex
Summary: Dr. Grace Holloway learns of the Doctor's darker side...
1. Part 1

**Manifestation  
Part 1**

**By Bex**

"Oh, look!" the straggle-haired man in the dark green velvet coat exclaimed, pointing at a chunk of carved masonry that had been hung on the wall, lit with several artfully-positioned lamps. "I remember the day that freize went up on the great temple of Gresul'th on Satir 3! One of the anti-grav lifters cut out, and they almost lost it down the Well of Wails -- fortunately, I was able to help them get the generator started again just in the nick of time."

"Really? What did you do?" his companion asked.

"Gave it a good swift kick. That usually does the trick."

Grace Holloway smiled and rolled her eyes. The thing was, the Doctor probably wasn't joking.

The two time travelers continued their stroll through the magnificant Argolis museum, pride of the Thripin System, the Doctor occasionally pointing out and explaining the background of other familiar objects. Grace had to admit that having a Time Lord as inpromptu tour guide certainly added to the experience.

At one Cheevic funeral urn, he stopped, peered intently at the plaque and smiled, the corners of his bright blue eyes crinkling up slightly. As he walked away from the case, Grace stepped up to see what had interested him so.

'Donated by Professor Bernice Summerfield'. She looked after him somewhat speculatingly. Benice had been one of his many past traveling companions. She'd never met her.

They wandered on, now drifting apart as they examined the objects of most interest to each. It was all very nice, so far, but not substantially different from Grace's other museum experiences.

Then she stepped through an archway into a blazing hot desert.

She stopped and stood, gasping. Not from surprise, though she was shocked, but from the incredible blast of heat. She was dripping with sweat under her sky blue cotton tank dress, her strawberry blond bangs clinging to her forehead. In front of her, she could see a large convoluted shape of what looked like sandstone. It was shimmering in the waves of heat rising up from the sand beneath her, like a heat mirage. She took a hesitant step forward, and--

The Doctor was suddenly next to her. "Grace! Are you all right?"

She blinked, then turned her head with an effort to look at him. "I--yes," she insisted. "I just--"

She blinked again as he turned her around and, throwing an arm around her shoulders, steered her forward. One step, two, three, and

they suddenly broke free into cool, clear air. She stopped and stood, shaking her head. "Doctor," she asked, "what just happened?"

He peered at her in concern, then tutted. "Didn't you see the sign?"

"What sign?"

"The warning notice -- environment change."

"Obviously not. Why an 'environment change'?"

"Some artifacts need special conditions if they're to be preserved for any length of time. That was a Sul sand-form -- they're unable to exist anywhere except for their planet of origin, because humidity above a certain level causes them to crumble. So, they brought the planet here to the gallery, so to speak. Some afficiandos claim that you should see it as the natives would anyway, that the original environment is a fundamental part of the viewing experience."

Grace was impressed, if a bit sweaty after her unexpected sauna. This was definitely not what she was used to in a museum.

This was more like it!

Next, she walked through a tunnel around which a dimly-lit tank curved. On either side, lacy sculptures blossomed, formed by the coral-like creatures of Vet under the mental direction of the sea-Masters. At least they'd made allowances for the non-aquatic creatures such as herself, she thought wryly.

A chilled room sported a pool of molten silver, which blurbed and leapt in a disturbingly 'live' fashion. Fascinated, she leaned over the railing that separated it from her, and jerked back, startled, as a pseudopod extended outward at her.

Hearing her gasp, the Doctor spun on a heel, his face creasing into a smile at what he saw. His friend was frozen, the arching silver also frozen in mid-air, as if watching her. She suddenly moved to the right, and it matched her movement. Next, she jumped back, and the silver retreated back into the pool.

The Doctor approached as Grace stood, staring narrowly at the momentarily quiescent vat. He leaned over to read the plaque aloud, and the surface of the silver pool shivered and danced as he spoke.

"Action/Reaction." He grinned as he glanced over at Grace, who looked back at him, an eyebrow raised.

"Ah," she said, with a faint smile. "I would never have guessed!"

Apparently the Doctor had been to the museum several times before; his chief enjoyment seemed to be from watching Grace's reactions to some of the more esoteric exhibits. But when he abruptly stopped, Grace knew that he'd finally seen something that intrigued him.

A large, glowing blue holofield hung suspended in the middle of the room. A bench had been placed in front of it.

The Doctor walked toward it. "A Xivan soulwell," he said softly. "This is new since last I was here." Grace wandered up behind him to stare at the plaque standing on a little stand near the bench, as the Doctor sat down.

"Xivan soulwell, from the Fert Dynasty. It is believed by Xivans that contemplation of a Xivan soulwell will allow the viewer to see into their own future, into their inner selves," she read aloud. Glancing up again, she saw that the Doctor was leaning forward, staring with rapt attention at the holofield, through which half-glimpsed shapes twisted and turned.

"Well," she said, eyebrows raised, "I'll leave you to it, then. I'm going to check the other galleries on this wing. If I don't see you, I'll swing back by here again, okay?"

No answer.

She leaned forward, concerned; raised her voice a little. "Doctor?"

He turned to look at her, startled. "What? Oh, yes, yes. As you wish." He turned back to the holofield.

She let out her breath in a little sigh as she straightened up and turned to leave. "Don't use it all up, okay?"

No answer. She headed out, a smile twisting her mouth.

The next gallery over, she found some nice Argolin portraits, and spent some time enjoying their finer points. Her knee-jerk reaction, had she been viewing this anywhere but Argolis,would have been to assume that Argolins had a thing for finger-painting those shaggy McDonalds Fry Kids. Of course, she reflected with a smile, as something that looked very much like a green Fry Kid wandered through the room, she'd have been dead wrong -- the portraits were very realistic.

--

_...contemplation of a Xivan soulwell will allow the viewer to see into their own future, into their inner selves..._

The Doctor sat, enthralled by what he saw before him, the hint of a smile upon his face. Presently, though, the expression on his face began to change. The smile disappeared, and a line appeared between his brows.

--

Grace stood in front of a large abstract canvas, stymied. She not only knew what she liked, she knew art. Well, human art, anyway. But if you didn't understand the way the artist thought, could you really understand the art? Then again, perhaps looking at a culture's art might help you to figure out how they thought...

Suddenly she shivered and frowned, rubbing her right hand thumb with her index finger. The air wasn't especially cool in this particular gallery -- why had she just felt a chill?

The slightly accented male voice behind her made her start. "A fellow admirer of Rentasi Modern, I see."

Grace felt a surge of annoyance. Really, people shouldn't just sneak up behind other people like that! She spared the newcomer a quick glance over her shoulder.

"I'm not that familiar with it," she informed him coolly, before turning back to peer at the painting again, wishing he would take the hint from her body language and go away. Her glimpse had shown her a dark-haired, distinguished-looking middle-aged man, wearing conservative dark gray robes of a style popular with many humanoids. Nothing unusual or remarkable there. But there had been something about his face, in that brief instant. It was hard to describe. But something...disturbing.

Grace calmly turned to go--

--and blinked. The man was standing right behind her. She stepped back, her eyes narrowing when he didn't have the sense to apologize for having so obviously invaded her personal space.

"_Excuse_ me," she said icily.

He stared at her for a few moments, the slightest hint of a smile on his lips, then said, "I'd be happy to explain some of the finer points of the style."

She put on her best company face. "That's very kind, but it won't be necessary." She brushed past him and walked away, not looking back.

If she had, she'd have seen the stranger watch her go, an avid expression on his face. Then follow.

The Doctor sat frozen, his face now twisted in anxiety at what he saw. His mouth opened as if to speak, but no sound emerged.

Grace was so intent on putting the stranger out of her mind that she didn't notice at first that he had followed her. When she saw him out of the corner of her eye several galleries later, she felt a flash of annoyance. Well, he had a right to see the museum like anyone else, she reminded herself grudgingly. Folding her arms, she continued her appraisal of the shiny metallic abstract sculpture sitting on the plinth in front of her.

A few seconds later, she sighed, irritated. It was no good; she couldn't concentrate anymore. She could hear the sound of his quiet footsteps as he strolled around the edge of the room. Staring at the statue, she waited impatiently for him to leave so that she could get on with her own viewing experience.

Silence.

"It symbolizes the amorphous nature of the future," a voice said right in her ear, and Grace yelped.

Embarrassed, she turned quickly. "If I'd wanted a tour, I'd have rented one of the audio guides," she said, controlled but letting her anger show. "I'm sure you mean well, but I'd appreciate it if you would refrain from the commentary. Excuse me."

As she stepped forward, he put out a hand and caught her arm. "You're not going. You see, there's _so_ much I want to show you..."

Grace stood, staring down at his hand in shock. She was in the middle of a museum, and a stranger was grabbing her arm. He wasn't just annoying, he was dangerous. Naturally there were no museum guards in sight.

God, she hated when people grabbed her, she really _hated_ that-- Grace twisted her arm and it slipped out of the man's grip. Backing rapidly away, she found herself wondering whether this jerk was a 'sworn enemy of the Doctor' kind of creep, or an ordinary garden variety kind of creep. Not that the distinction really mattered at the moment.

"Look," she said, her voice low, "Whoever you are, that was way over the line. I'm notifying museum security."

"Who am I? Why, I'm the Doctor."

Grace stopped and stared. "The Doctor," she repeated flatly.

"Yes. From the future."

She looked at him with narrowed eyes, considering his claim. One thing she'd learned quickly since beginning to travel with the Doctor was to trust her instincts.

She began to back away again. "You'll have to try harder than that," she sneered. "The Doctor would _never_ behave as you do."

His smile chilled her. Definitely the 'sworn enemy of the Doctor' type of creep. "Never?" he said. "You don't really know the Doctor that well, then, do you?"

"I know him well enough." Grace stopped again, as he wasn't following her. His smugness provoked her; made her want to wipe the subtly-amused expression off his face. "No one can know anyone completely, anyway. We all have our secrets."

"Oh, yes..." He laughed softly. "Secrets..."

They stood several meters apart, staring at each other.

"And you just gave yourself away -- you referred to the Doctor, instead of staying in the first person," she pointed out.

"So I did. But that does not make me the liar. You mentioned secrets? Well, I am the Doctor's dirty little secret..."

"My God," Grace blurted out. "Don't tell me you're--"

He looked at her sharply.

"--his father or something," she finished lamely.

"No," he said. "But--"

"Thank God," Grace cut in, sheepishly relieved. "That just would have been...well, just too cliched to be real."

The man stared at her. He looked annoyed, as if thrown off his stride by her interruption.

--

The Doctor stared in horror at the scene before him.

--

The creep lunged for Grace. She back-pedaled, keeping just out of his reach. They circled the central statue, while she glanced at the two exits, both equi-distant, guaging her chances of success should she make a break for it.

The stranger now seemed to be quite frustrated. The fact that she refused to keep still was probably making it hard for him to deliver his big speech. Well, _tough_.

They both paused again. Grace decided to humor him for a few moments as she began to edge backwards towards the door that she knew was behind her. "So, if you're not the Doctor's father, then who are you?"

"I am the Valeyard." The way he said it, he obviously expected her to be impressed. Or depressed, or something.

"I...see." She didn't, but if thinking she did made this nut happy enough so that he didn't attack her before she could get away...

He glared at her, not fooled. "I am the embodiment of the Doctor's potential evil, brought to life."

Grace stopped moving and simply stared. "You're his... dark side, brought to life?" she repeated.

"Yes."

"Ooh, boy -- George Lucas would just _love_ this," she muttered to herself. "All right," she said more loudly, with a placating smile.

The Valeyard stared at her menacingly. "You don't believe me."

"Oh, no, I _do_," she hastened to reassure him.

"You don't. He obviously never told you about me." He sneered. "Then again, he wouldn't, would he?" He leaned forward. "Do you know the things I'm capable of?"

Grace smiled brightly. "No." _And I don't particularly want to know, either_.

He smiled nastily back at her as he'd just read her thoughts. "But more importantly, do you know the destruction the Doctor has already perpetrated, under the guise of 'good intentions'?"

Grace had an idea. A lot of people were pissed-off at the Doctor for his tendancy to meddle. But then again, they were just the sore losers.

And there was Skaro, the home-world of the merciless Daleks.

"Look, I know about the destruction of Skaro. But whatever he's done, it's been for the good of a lot of people."

The Valeyard sneered. "Oh, what a facile, knee-jerk excuse. So loyal. So _simplistic_."

Grace glared at him. "You're the one who's simplistic. You're obviously someone with a grudge, but to come here with this ridiculous story -- do you really expect me to believe that?" she said, edging backwards again. "People's 'dark sides' don't just get up and start walking around!"

The Valeyard's eyes narrowed as he yanked a sidearm out of a pocket.

That was her cue to leave. Grace spun and ran.

--

"_Grace_," the Doctor murmured, his eyes wide.


	2. Part 2

**Manifestation  
Part 2**

**By Bex**

Grace fled from the Valeyard through gallery after gallery, feeling oddly exhilerated. All she had to do was to stay ahead of the madman pursuing her until she either found museum security, or her way back to the Doctor to warn him. She sprinted past several goggling fellow patrons, left them behind. Coming to a choice of doors, she took the right-hand way. The museum was like a maze. All she had to do was to stay on the move...

"Grace!" a voice echoed somewhere nearby. "You can't hide from me! Where are you?!" Angry. Imperious. Demanding.

_Of course I can, you **moron**,_ she thought, resisting the urge to tell him so, since it would immediately give her position away.

She stole to the next doorway and carefully peered around the corner. No one in sight. She sidled out into the next room , over to the doorway in the opposite wall, stuck her head out--

_Oops!_ The Valeyard was standing in the next room, his back turned to her. She pulled her head back, heart hammering, and snuck very, very quietly back the way she had come. Another door led to a hallway that connected to another wing.

Looked good. She trotted easily down it. It _was_ rather dimly-lit. Well, her pursuer was way back there behind her, so--

She rounded the corner into the next wing and ran smack dab into the Valeyard's arms.

Grace shrieked in sheer surprise as he grabbed her. "How did you _get_ here?! You were way back--" She shut up and tried to twist out of his grasp as she had earlier.

Unfortunately, unlike last time, she was the one caught by surprise, and he yanked her close. God, he was strong. Like the Doctor could be sometimes, pulling her up and away from some danger...

"Grace," the Valeyard muttered, his dark eyes glittering. "Do you believe me now?"

"No," she snapped. "You're just yet another maniac that the Doctor had the misfortune to meet once, come to do the 'wreaking vengeance' thing. It's not as if I haven't seen it before."

"Yes you have, haven't you? Why do you do it, I wonder?" He grabbed her chin and forced her to look at him. "Why _do_ you travel with him?"

Grace glared up at him. "None of your damned business." A few moments passed, as they stared at each other.

She found herself answering, after all. "Because he asked me. Twice."

"You're quite easily bought, then. Flattery, a sop to your ego, and you follow someone you barely know."

Grace bristled. "He saved Earth. And then came to help me, when one of the maniacs I mentioned kidnapped me. After all that, I'd say it's safe to say that I knew enough about him to make that decision!"

"I see. So, you went with your special new friend..." He released her chin, and his hand made its way to the back of her head, where it began to stroke her hair.

She closed her eyes and shuddered, then opened them again. "Stop it!" she demanded from between clenched teeth. "Stop it. _Stop_ it."

The hand froze. "Do you believe me now?" he inquired mildly.

"Sure," Grace said carefully. "Now why don't you let me go, and we can talk about this--" The next instant she gasped as his arms tightened around her. She stood, crushed up against him, her eyes wide.

"Y-you've made your point. I told you believe you," she said shakily.

"No, I don't believe I have," the Valeyard said amiably. "You're uncomfortable enough to say what you think I want to hear, but you don't really _feel_ it, yet."

Grace's eyes flicked to glance up at him. "Then what do you--"

"Want? For you truly understand what I am. I'll know it when I see it."

Grace's eyes moved back and forth desperately. Out of the corner of her eye she saw a fellow patron pause in the entrance to the gallery. Even as her mouth was dropping open to shout, the stroller quickly walked on past the doorway.

_I don't believe it_, she thought in chagrin. _He probably thought we were--_

"We do make quite the couple, don't we?" the Valeyard murmured into her ear. "Beauty and the Beast..."

Incensed, Grace raised her right foot and stamped down viciously on one of her captor's feet. He drew in his breath with a hiss and staggered back a step, but didn't let go. She struggled wildly, but his arms were like iron.

"No, Grace," he said softly, calmly. Somehow that was worse than his earlier anger had been. She'd at least managed to twist around so that she was facing away and didn't have to look at him. Surely someone would come across them and see that she was in trouble--

But the museum, at least this wing, was now curiously deserted.

Perhaps the Doctor had finally finished looking at that holo-thingie and come looking for her...

"Oh, _he_ won't be coming for you," the Valeyard said smugly into her ear. "You see, he's left you to _me_."

Grace's head jerked involuntarily to the side. He _was_ reading her mind!

"Grace, you can't escape this. You deserve to know the truth about the Doctor -- and your place in his life."

"I already know the truth about him!" she snapped. But her words rang hollow now -- a dull horror was growing in her, settling on her heart like an increasingly heavy weight.

The Valeyard laughed softly. "You know next to _nothing_ -- merely what he has permitted you to see. And you interpret what you perceive by your limited human intellect; I suppose you can process only the barest bit."

She wriggled angrily. "What, the 'We humans are so primitive' insult? That's something else I've heard before!" she said raggedly.

"That doesn't make it untrue," was his mild reply.

She twisted again. Her responses were increasingly visceral; she couldn't help it. If she had to be trapped here next to this monster for much longer, listening to his lies, she'd--

"Oh, it's obvious he is very fond of you," came the voice softly into her ear. "Rather like a pet. Or a clever child. Someone to bounce ideas off of, to show things to, someone to keep the TARDIS corridors from echoing too emptily."

Grace shut her eyes. It wasn't like that. It _wasn't_. He'd asked--

"I am not a 'pet'," she insisted. "I went with him as a friend."

"Yes; you keep mentioning that. Just...friends. How long did it take for it to become obvious that you would never be more than that? Or is there still a little corner inside you that hopes, even now? Poor little human. It must be so..._frustrating_ for you..."

Grace's eyes snapped open. She stood completely still, staring straight ahead.

"Perhaps you think he's never noticed. He has. He just doesn't _care_."

Grace stood frozen to the marrow, gripped with the kind of shock that comes when one's worst insecurities are dragged out to thrash in the unexpected light of day.

Behind her, the Valeyard leaned forward to whisper once more into her ear in that obscene parody of intimacy. "So you see, my dear, _you_ are what the average sentient being would describe as a _fool_. Leaving behind your life on Earth to run along behind him like a little puppy... He'll be only too glad to let you continue, you know; let you fritter your pitifully few years away."

An icy calm had descended over Grace -- there was scarcely anything worse he could say to her now. "Are you quite finished?" she asked very quietly.

"That all depends. Do you believe me _now_?"

"It hardly matters, does it? Whoever you are, you obviously want to drive a wedge between us."

This time there was a little hiss of displeasure from her captor. "My, you _are_ a stubborn one," he muttered. "Like so many who have traveled with him."

"Yeah, well, call me unreasonable, but there's something about being grabbed by a stranger that doesn't make me conducive to taking what they say for granted." She paused. "And you've just used up all your ammo."

There was a silence. Then he said thoughtfully: "As much as I hate to admit it, you are correct. Clever...little...human." He let go of her, and she staggered forward, turning quickly to stare at him. He wasn't even looking at her; he was deep in introspection.

Grace shivered a little. For all her scorning of his claims, the way he'd just tuned out _did_ remind her of the Doctor...

She should be leaving now, while he was distracted. He was bound to do something horrible to her and the Doctor now that his first plan had failed. She should go, and warn the Doctor that yet another villain had resurfaced, claiming his due...

Instead, she took a tentative step nearer, peering at his shadowed face, wondering what he was thinking. The Valeyard suddenly looked up, and she jerked back, startled. His eyes narrowed. "Still here? Haven't you ever heard that ancient human expression 'Curiosity killed the cat'?"

Grace looked at him warily.

"Since you're obviously not going to listen to me, go back to your Doctor. Go and tell him about your little adventure; I'm sure he'll listen very attentively. **GO!!**"

She jumped, then deliberately folded her arms, holding her ground. "Or what? You'll _kill_ me? I think if you were going to do that, you would have already."

He glared at her. "You would be wise not to presume so much," he insinuated darkly. "Or to push me."

"The way you pushed _me_?"

His eyes narrowed again, his mouth curving in a thin smile. "It's all true, you know. Though you obviously can't face the reality."

"True?" Grace retorted. "It's true we're not the same. I don't know what or even how he thinks; I'll probably never understand that. But I do know how he acts. Here's another 'human expression' for you: 'Judge a man not by what he says, but by what he _does_."

The Valeyard stared back at her, his face expressionless.

"And he's done some very nice things for people." She shook her head slightly. "Look, I don't know about all the things he's done in his past, and I'm not one of you 'Time Lords', so I don't know what he'll end up doing in the future. But I do know what he's doing _now_. I've been able to help him _hold back death_. On such a grand scale." She took a deep breath and looked the Valeyard right in the eye.

"It has been a privilege."

The Valeyard stared back at her, his face expressionless.

"Goodness knows he can be impatient, and arrogant, and flakey as a croissant. But," and here Grace's mouth curved into a smile, "I kind of like him just the way he is. Even if we're 'just friends'."

The Valeyard stared back at her, his face expressionless.

"Why are you trying to hurt him? What did he ever _do_ to you?" she asked, her face creasing in incomprehension.

He let out a sudden, sharp laugh. "Nothing. And everything. I keep telling you, but you refuse to believe me, so..."

There was something familiar about that weary frustration, Grace noted uneasily. She hadn't believed the Doctor's explanation of who he was when she'd first met him, either...

If what he claimed could possibly be true -- God, the _monstrous_ implications. Was it really any more difficult to believe this 'Valeyard's' claim than in the existence of a two-hearted alien with thirteen lives?

She suddenly found herself stepping back away from him. A smile was forming on his face -- not a happy smile, but a bitter, self-satisfied smile. "You're starting to believe me now, aren't you?" he said.

Those dark, dark eyes, the sardonic cruelty, so unlike her friend. And--and yet--

"But how could such a thing come to _be_?" she almost whispered.

"I won't bore you with the technical details. Suffice it to quote the Doctor himself: 'Ten million years of absolute power -- that's what it takes to be _really_ corrupt'. I was created to be a short-lived tool, designed to be destroyed when my usefulness was ended."

"Why?! And surely the Doctor didn't have anything to--"

"Oh, the Time Lords who created me intended for me to destroy the Doctor -- to prosecute, convict him, and ensure his execution. During his sixth incarnation," he added, seeing Grace's confused expression. "I was drawn forth from his future to destroy his past."

"My...God," she said, finally. "Did the Doctor know wha-- _who_ you were?"

"At the end, yes. We battled in the Matrix, and I would have been utterly destroyed, had I not taken possession of the Matrix Keeper's body."

She stared hard at him. "You _killed_ him, is what you mean."

"I didn't ask to be created, but I will do whatever it takes to survive now. I wouldn't expect a human to understand that," he said shortly.

_'...in the struggle for survival, there are **no** rules...'_

For Time Lords, apparently not.

"The Doctor didn't have anything to do with your creation. Why did you try to kill him? And why are you bothering him now?"

The Valeyard's face twisted. "Don't be so obtuse! Must I spell everything out for you?! I am what I am, because of _him_!"

Grace glared. "That is _such_ a cop-out."

"A cop-out," he repeated, flatly.

"Is that all you can do, follow him around? Who's the 'puppy' now?"

His voice dropped down to a sinister murmer. "You _have_ been traveling with the Doctor for too long -- you like to live dangerously."

Grace wasn't as impressed as she had been earlier. The whole situation was taking on a surreal quality, anyway. "What, for telling the truth?"

"What do _you_ know of the truth of what _I_ am?" the Valeyard asked pointedly.

"You seem to blame the Doctor for your existence. Why are you trying to get to him through me, instead of confronting him directly?" She paused meaningfully. "Are you...afraid of him?"

The Valeyard's expression twisted into what Grace realized was amusement. "Rassilon's Sash! I begin to see why the Doctor likes you humans so much -- so very _clever_." He reached a hand into his robes and yanked out the staser. "Since you are so _very_ clever, so _right_ about me, you shall accompany me. Let's go see the Doctor."

Grace gulped. A little too clever for her own good, this time. "You can't threaten me! I've been dead before--"

"How nice for you. But if you annoy me any further I _will_ use this, and you wouldn't want to miss the big confrontation, would you? Now **move**."


	3. Conclusion

**Manifestation  
Part 3 - Conclusion**

**By Bex**

The Valeyard kept a hand clamped tightly on Grace's arm as they made their way back through the sprawling maze of galleries. He was doing it purely to annoy her, she knew that. She certainly wasn't going to miss being there to see what happened when he and the Doctor came face-to-face.

"What are you going to do?" she asked, in suspense.

"You'll have to just wait and see."

"I won't let you hurt him, you know," she told him, trying to put the same easy confidence that the Doctor had mastered into her declaration.

"My, how protective. I do believe he also taps into the maternal instincts. Yes; that would certainly explain the plethora of human females he's traveled with over the centuries."

Grace glared. She knew he was doing it, and he was _still_ able to push her buttons. Bastard.

"Doctor?"

The Time Lord sat, staring blankly at the shimmering blue soulwell as Grace and the Valeyard stood framed in the gallery doorway. He didn't seem to have heard her.

"Rather self-absorbed, don't you think?" the Valeyard whispered in her ear.

Grace jerked angrily. "It's that hologram he's looking at. It's done something to him."

"Yes; rather clever of me to have had this installed here. I knew he couldn't resist the chance to stare at his own navel. He has one, you know. Like you humans."

Grace's head whipped around to stare at him. "I don't believe you," she said.

"What, about the soulwell? Or the navel?"

Grace's head swung back around as she tried to jerk her arm free of his grasp. "Let go!" she complained. She had to go to the Doctor, wake him up from whatever spell the soulwell had put him under; warn him.

"Oh, don't disturb him now," the Valeyard advised her.

"I thought you came here to talk to him!"

"Well, perhaps I've changed my mind," he said mildly. Grace's eyes widened as he swung the sidearm up and aimed it directly at the green velvet-covered back of the figure sitting oh-so-still on the bench.

"No!" she exclaimed, grabbing at his arm with her free hand. "You can't do that if you're going to be created from him!"

"This won't necessarily kill him. Perhaps he'll regenerate. Let's see...he's number eight... Oh, but I forgot: This is a Time Lord staser. If it's at the correct setting, which it --" He glanced at the gun momentarily, "--_is_, it _will_ kill him. Did he ever tell you how that works? The energy reverberates around inside the body, which convulses. It's quite nasty to watch."

"You'd be killing yourself!" Grace exclaimed.

"Perhaps. I'm not really sure what would happen. Perhaps I'd just...fade away."

"You're a part of him, right? You can't destroy _yourself_!" she protested desperately.

And the Valeyard wrenched her close, glaring fiercely at her twisted face. "To the contrary -- people do it **all the time!** This is just a little more **externalized** than usual!" he snarled.

Grace stared back at him, appalled.

"And now I think you _finally_ understand," the Valeyard told her with sinister finality. "Rationality doesn't come into it: _I could do anything_."

"Please don't kill him," Grace said then, her voice low with entreaty. "You don't need to do this -- you have a life; now go and live it! _Leave him alone!_"

"But always in the back of my mind is the awareness of him, the original from which the 'flawed chip' was struck..."

Grace swore internally. Dear God, Time Lord Self-Pity.

"I won't be free until _he_ is gone."

Grace's hand latched doggedly onto the Valeyard's arm. He was trying to raise his staser again. She grappled for the gun.

"No --_no!_" she gasped, yanking at his hand, as he struggled to aim. "Stop it! You don't really want to do this."

That surprised him enough that he paused in his struggles and locked eyes with her. "I don't want to do this?"

"Right -- you want me to stop you," Grace declared gamely. "You really _are_ part of the Doctor, and you don't really expect to kill him, because you know I'll stop you."

His face took on an incredulous expression. "You, a human, are analyzing _me?!_"

"Hey, I had a psych course when I was in medical school."

His expression became even more strange. "A...'psych course'? And that enables you to understand _my_ motives?"

"It was a course on _abnormal_ psychology," she snapped. "You're part of his id, right? Probably his death wish or something. I also remember Freud telling us about that. Now give me the gun."

He glared down at her and she glared right back. He tensed his arm to move the weapon out of her restraining grasp, and her own muscles tightened in response.

"I should have killed you back there," he growled.

She sneered back at him. "You never intended to -- you obviously need an audience."

"Excuse me. Is this a private party, or can anyone join in?"

Grace and the Valeyard turned their heads to look. The Doctor stood before them.

Grace stared. "Why do you Time Lords have to always _complicate_ everything?" she growled, jerking her head at her opponant. "Why couldn't you have just left well enough alone?!"

The Doctor shrugged. "It's...just our way. And I didn't exactly ask for this to happen."

"I'll _bet_ you didn't!" Although she was glaring at the Doctor, Grace fancied she could feel a smile growing on the Valeyard's face. "Oh, stop that!" she exclaimed, turning an unfriendly look upon the dark-haired man with whom she was still frozen in contention. "What are you so happy about? This is _you_, remember?" she exclaimed.

"Well, he is and he isn't," the Doctor said. "You took over the Keeper's body, didn't you?" He shook his head sadly. "That's a perverse correpondance, given how the Master tried to take mine."

"Where do you think he got the idea?"

The Doctor tilted his head and stared at the gray-robed man before him. "From the trial, yes, when they were going to grant you my remaining incarnations if you succeeded in convicting me. He never _was_ as original as he liked people to think." He sighed, and passed a hand over his face. "I'd been wondering where you'd gotten to..."

"Oh, you know I'm never very far away."

"Indeed," the Doctor agreed dryly. "How appropriately psychogenic. But that doesn't change the fact that you're not just a part of me -- you must have taken on some of the Keeper's traits when you took posession of his body. You may even be an amalgam of the both of you."

The Valeyard looked momentarily uncertain, then sneered. "What, trying to evade your responsibility?"

The Doctor's eyes narrowed. "No. Just stating the obvious. You are not _just_ a representation of my 'dark side'. Not anymore."

Grace looked at the Valeyard speculatingly, intrigued by this latest twist, as he thought the Doctor's statement over. The next instant, he unlocked his arms so suddenly that Grace, caught off guard, lost her balance and released her grip, stumbling several paces away. Feeling hands on her shoulders, she looked quickly up.

It was the Doctor. "Grace, are you all right?" he asked urgently.

She looked back, staring at his worried blue eyes. "I'm fine," she told him. "It was...a bit of a surprise." Her tone was dry. "Any other skeletons like that one?"

"Well, that depends what you mean by skele--" He winced as she dug an elbow into his side.

"Ahem." They both looked up to see the Valeyard before them, idly playing with the staser that he still held. Seeing that he had their attention, he raised it and aimed it at them. "You may be right, Doctor," he told them coolly. "Still..."

Grace rolled her eyes. "Oh, for heaven's sake -- I thought we'd finished with that! What's the point?!"

"The point is-- The point is... The Valeyard paused.

"Force of habit?" the Doctor offered, bright-eyed.

"Lack of imagination," Grace decided.

The Valeyard glared. "You are in no position to--"

"Now that he can't just blame you for everything, he can't decide what to do, so he's taking it out on us," Grace said, turning her head to look at the Doctor.

Her friend nodded back vigorously. "Sad, isn't it? He's trapped in the past. He's forgotten that people are never static. They change and grow."

Grace sighed theatrically. "But I guess he just can't face _reality_. Too many options. He's got so many opportunities, and all he can do is run through the same old grudges..."

"If I were him--" The Doctor paused, eyebrow raised to acknowledge the irony. "I'd be out, exploring the universe, learning about it and myself. Choosing a name that suited _me_."

"Yes, so would--" Grace began, pausing as the Doctor suddenly turned his head away, staring out into the room.

"Grace, he's gone," he said.

She looked around. They were indeed alone. She slumped slightly. "Oh, God," she muttered. "That was..." She straightened. "He actually listened to us?"

"Apparently so. Only time will tell."

She sighed, rubbing the back of her neck. "Wow. That was something else. He said the holofield was a trap -- how did you break away?"

The Doctor smiled winningly. "I haven't, yet. But that should't be a problem now."

Grace stared at him, perturbed. "But then -- then that would mean--" She closed her eyes momentarily, then opened them again. "Should I just click my heels together three times?" she inquired waspishly.

"If you like; it doesn't really matter. Just--" He took hold of her arm, and they stepped forward-- "hang on--"

Grace gasped, her eyes flying open. She was slumped on the bench in front of the soulwell, the Doctor seated beside her. She drew in a juddering breath and sat upright.

"Aah," she groaned, putting her head in her hands for a few moments. "When did _this_ happen? I remember -- I saw--"

"Easy, Grace," the Doctor reassured, patting her on the shoulder.

"But I need to know how much of this was _real!_"

He looked at her, bemused. "It was all 'real', Grace. What exactly do you mean?"

"But I was out in the other parts of the museum, then I saw him, then we..." She stopped and turned a steely gaze upon her friend. "Just tell me one thing, Doctor: Is there really a 'Valeyard'?"

He looked at her frankly. "Yes. Parts of me I never imagined would see the light of day were wrenched free from my future and given life." He paused, glancing down. "It's not something I go out of my way to advertise. It was much more of a problem during my sixth incarnation; I never thought it would ever effect you." He sighed and met her eyes again. "I'm sorry."

"Well, for what it's worth, Doctor, he didn't really hurt me. Not with anything I hadn't already thought about long before." She looked gingerly up at the glowing blue holofield suspended above them. "You know, they say it's not good to examine your navel too much. Now I know what they mean."

The Doctor blinked, then slotted a shifty glance her way. "Indeed." He stood up, stretching luxuriously. "I've certainly had enough of _that_ for a while."

Grace quickly joined him. "Ditto," she said.

"Eh?"

"Enough of you being introspective. Anyone ever tell you Time Lords your minds are pretty grabby? Reaching out like that and just pulling other people's in--"

"Grace, we can hardly help it if we have intellects the size of a--"

"Come on, Doctor," Grace said, rolling her eyes at his hyperbole as she pulled on his arm, urging him forward.

"What's so important that it requires you to manhandle me?"

"Giftshop," she prompted succinctly. "Come on."

Now it was the Doctor's turn to roll his eyes. "You humans and your consumer culture. I swear, I'll never understand--"

"You know, that's pretty funny, coming from a man with whole rooms full of bric-a-brac."

"That's different -- I've _collected_ those items during my travels. They're souvenirs."

"Exactly. And now I'm going to get a souvenir of _this_ visit."

The Doctor subsided, conceding the point, relieved that Grace was recovering so quickly from her experience.

--

Grace, museum guide book in hand, stood in line for the gift-shop cashier, as the Doctor wandered idly through the back of the shop.

Sighing, she dug her hand into one of the on-seam pockets of her dress, reaching for the change purse within and frowned. The purse was there, but also what felt like a piece of paper.

Pulling it out, she unfolded and peered at it. It read: _Despite our differences, a stimulating introduction. We shall meet again.  
--V_

Grace stared at it, her lips thinning. "Oh, _very_ funny," she muttered grimly, unable to resist glancing up and around. "If you think I'm going to be looking over my shoulder all the time from now on, think again. I just hope you're ready for _me_ next time!"

Stepping up to the cashier, who was goggling at the human tourist mumbling to herself, Grace smiled, crumpled the scrap of paper, and lobbed it handily into the small wastebasket standing nearby.

"Hah! Two points!" she exclaimed.

Just out of sight, a figure in gray smiled, before turning and disappearing into the shadows.

**Fin**

_Tip o' the hat to Timothy Zahn._


End file.
